Unlocking New Opportunities

Transcription

1 Unlocking New Opportunities ANNUAL REPORT

2 This annual report has been prepared by the Company and its contents have been reviewed by the Company s sponsor, RHT Capital Pte. Ltd., (the Sponsor ) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the SGX-ST ). The Sponsor has not independently verified the contents of this annual report. This annual report has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this annual report, including the correctness of any of the statements or opinions made or reports contained in this annual report. The contact person for the Sponsor is Mr Shervyn Essex, Registered Professional, RHT Capital Pte. Ltd. Address: 9 Raffles Place #29-01 Republic Plaza Tower 1, Singapore Tel: Contents Corporate Profile 1 Chairman s Message 2 主席献词 4 Financial and Operations Review 6 Board of Directors 8 Corporate Management 10 Milestones 11 Corporate Directory 12 Corporate Governance Report 13 Sustainability Report 29 Financial Contents 38 Statistics of Shareholdings 120 Notice of Annual General Meeting 122 Proxy Form Corporate Information

3 Annual Report Accrelist LTD. Corporate Profile Formerly known as WE Holdings Ltd., Accrelist Ltd. ( Accrelist ) underwent a name change in 2016, in tandem with its strategic shift into Corporate Accretion Services. In view of the constant demand for corporate financing, Accrelist sees potential and opportunities in Corporate Accretion Services especially in the Financial Technology (Fintech) sector in which Accrelist has a diversified focus. We seek to create long-term value for our investors and business partners by unlocking and adding value to companies we invest in. We remain committed to exploring new business opportunities for synergistic growth within the Asia-Pacific region. MISSION STATEMENT At Accrelist, our mission is to uncover new business opportunities and build sustainable businesses by developing creative strategies for unlocking value and maximising long-term shareholder returns. BUSINESS PHILOSOPHY People are an integral part of our business and they are at the core of our business philosophy. Led by a strong leadership team and guided by sound business ethics, we aim to deliver value to all our stakeholders. VISION Our vision is to deliver long-term shareholder value through: > Focused management expertise > Excellent market knowledge > An entrepreneurial spirit 01

4 Annual Report Accrelist LTD. Chairman s Message Unlocking New Opportunities Building on Accrelist s change and revitalisation in the previous financial year, FY was a significant year of continued progress towards pursuing new opportunities. Following the Group s transformation into the provision of Corporate Accretion Services with a key focus in Financial Technology (Fintech), Accrelist has been actively pursuing new growth opportunities in the Fintech sector through its subsidiary corporations, namely, WE Crowdfunding Pte. Ltd. ( WE Crowdfunding ) and WE9 Pay Pte. Ltd. ( WE9Pay ). WE Crowdfunding is a securities-based crowdfunding platform where both the Group and third-party investors can participate in potential investment opportunities, with a focus on the medical aesthetics arena in the near term. Also in the Fintech space, WE9Pay is a mobile payment solutions provider that integrates physical retailers with consumers by leveraging on Tencent Holdings mobile payment platform, WeChat Pay. We remain firm in our belief that Corporate Accretion Services is a strong and sustainable business model for Accrelist in the long term given the constant need for corporate financing. At the same time, the Group will strive to increase its value and competitiveness by maximising the potential of its current resources, expanding its business lines and capitalising on growth opportunities. Dear Shareholders, On behalf of Accrelist Ltd. the Company or Accrelist and together with its subsidiary corporations the Group, I am pleased to present the Group s Annual Report for the financial year ended 31 March FY. Amidst these potential opportunities, we remain selective and cautious in our approach as we seek to create long-term value by unlocking potential and adding value to the companies we invest in. Our management experience across a wide range of businesses over the years further adds to our quiet confidence in the long-term value and sustainable returns of Corporate Accretion Services in the years ahead. In FY, we continued to advance and focus on the Group s key business segments through its subsidiary corporations, comprising WE Crowdfunding, WE9Pay and Jubilee Industries Holdings Ltd. ( Jubilee ). In addition, the Group also explored new business opportunities for synergistic growth, increased shareholder value in the future and a broader revenue stream. Brief Overview of FY Despite external headwinds and global economic uncertainties, the Group demonstrated its resilience and returned to profitability, bouncing back from a net loss of S$8.3 million in FY to a net profit of S$0.2 million in FY. The increase in net profit was mainly due to the consolidation of Jubilee into the Group, resulting in the former to be accounted for as a subsidiary corporation with effect from FY and further contributing positively to the Group s bottom line. The Company increased its stake in Jubilee from 29.10% in FY to 71.89% in FY due to the conversion of convertible loan into shares in Jubilee. In FY, the Group achieved a more than hundredfold increase in revenue which stood at S$112.5 million as compared to S$0.9 million in FY. 02

5 Annual Report Accrelist LTD. In the financial year under review, the Group set out to focus on stability and sustainable returns through its strategic involvement and turnaround plans for Jubilee to enhance the Group s performance. Following the consolidation of Jubilee as a subsidiary corporation, we are pleased that our vision for Jubilee to become a significant contributor to the performance of Accrelist in the years ahead is coming to fruition. This is clearly reflected in Jubilee s continued improvement and turnaround in FY. Jubilee staged a full year turnaround, posting a net profit of S$0.9 million in FY as compared to a net loss of S$7.5 million in FY. Revenue rose $51.2 million or 47.1% from S$108.8 million in FY to S$160.0 million in FY. This growth was mainly driven by Jubilee s Electronics Business Unit ( EBU ) which recorded an admirable 51.2% improvement in revenue to S$151.8 million as compared to S$100.4 million in FY. Underpinning the contribution to the EBU was the Electronic Components Distribution business held under Jubilee s whollyowned subsidiary corporation WE Components Pte. Ltd., which saw healthy sales of product lines from SK Hynix, Samsung Electro-Mechanics Co. Ltd. and NeoPhotonics Corporation. Outlook and Future Plans The Group has been actively seeking new opportunities and synergistic growth, culminating in several ongoing projects and plans which are at various stages of development. The progress of these key initiatives throughout the next 12 months will potentially enable the Group to achieve new milestones following its strategic shift into a provider of Corporate Accretion Services. The Group s mobile payment subsidiary corporation, WE9Pay, which now holds a remittance license from the Monetary Authority of Singapore, has set up an Apps team and begun production of point-of-sale terminals for its mobile payment system. In May, WE9Pay successfully formalised merchant agreements to offer Accrelist-owned point-of-sale terminals at the merchants outlets. In partnership with Tencent Holdings WeChat Pay, WE9Pay s innovative mobile payment system is set to be installed at WE9GO, an unmanned store currently under development which will offer advanced grab-andgo technology. The technology combines radio-frequency identification (RFID) tags, QR codes and facial recognition capabilities to eliminate the need for traditional checkout counters altogether for the convenience of shoppers. In May, Accrelist also made further inroads into Fintech with the proposed acquisition of AmazingTech Pte. Ltd., a blockchain IT solutions provider and an online platform developer. In line with the Group s plans to expand its Corporate Accretion Services, Accrelist entered into a non-binding memorandum of understanding with Liaoning Meal Plus Technology Ltd. ( Liaoning Meal Plus ) in April for a proposed acquisition of the company. Liaoning Meal Plus develops software and machinery for the food and beverage industry. These proposed acquisitions and plans are in line with the Group s strategic plans to increase shareholder value in the future and broaden the Group s revenue stream. Going forward, we expect the operating environment to remain challenging. The Group will continue to work and devote its resources to unlock new opportunities in new business segments. The Group remains vigilant on costs, credit and cash management to mitigate the challenges posed by the volatile operating environment as we pursue our expansion strategy. A Note of Appreciation In closing, I would like to thank all our valued shareholders, business partners and colleagues who continue to be firm in their support for Accrelist amidst a challenging operating environment. Accrelist remains focused and committed to unlocking new business opportunities which will deliver long term benefits to the Group and build sustainable value for our shareholders. Last but not least, on behalf of the Board of Directors and management of Accrelist, I would like to welcome and congratulate Mr Liu Song ( Mr Liu ) who was appointed as a Non-Executive Director of the Group, as well as Mr Lim Yeow Lim You Qin ( Mr Lim ) who was appointed as a Non-Executive and Independent Director of the Group. The appointment of Mr Liu and Mr Lim further strengthens the Board of Directors, as their guidance and wisdom will help maintain the Group s steady path forward as we continue to unlock new opportunities. Thank you. Mr Terence Tea Executive Chairman and Managing Director Accrelist Accrelist remains focused on leveraging its crowdfunding platform, WE Crowdfunding, to reach out to potential investors for the Group s proposed expansion into the medical aesthetic services sector via the Refresh Laser Clinics ( RLC ) network that it is in the midst of acquiring. Through WE Crowdfunding, the Group intends to seek future growth funding, via the participation of third-party investors, to add more medical aesthetic clinics. 03

6 Annual Report Accrelist LTD. 主席献词 发掘新商机 FY 对亚联盛来说是重要的一年, 在上个财政年推动变革并重振业务后, 本集团在 FY 继续发掘新商机, 并取得了进展 在转型为提供企业扩增服务 (Corporate Accretion Services) 并着重于金融科技 (Fintech) 的企业后, 本集团就持续通过 WE Crowdfunding 和 WE9Pay 这两家负责新业务的子公司, 积极地在金融科技领域中大展拳脚, 以把握新的增长机会 WE Crowdfunding 是一个以证券作为基础 (securitiesbased) 的众筹平台, 本集团和第三方投资者可通过此平台进行投资, 其近期内的主要目标是医学美容领域 WE9Pay 则是一家提供手机付款方案的公司, 其业务是令实体店零售商和消费者能够利用腾讯控股的手机支付平台 ( 微信支付 ) 收取和支付款项 我们坚信, 长期而言, 企业扩增服务对亚联盛来说将是一个强大且可持续发展的业务模式, 因为企业总需要融资 与此同时, 本集团将尽力发挥现有资源的潜力 扩增业务和把握增长机会, 从而提高企业价值和竞争力 各位股东 : 本人谨代表亚联盛控股公司及其子公司 ( 合称 本集团 ) 为股东奉上本集团截至 年 3 月 31 日财政年 ( FY ) 的年度报告 在投资之前, 我们都会慎重地评估和筛选, 因为我们投资于一家公司的目的在于发挥和增添其价值, 进而创造长期价值 我们的管理层在不同的商业领域中累积了多年经验, 我们因此颇具信心, 并预计企业扩增服务这个发展策略能带来长期价值, 并能在将来持续带来回报 我们在 FY 持续推动主要业务部门的发展, 包括 WE Crowdfunding WE9Pay 和千禧业工艺控股公司 此外, 本集团也探寻了能够推动业务增长 增加股东价值和增添收入来源的新商机 FY 整体表现 尽管全球经济状况不明朗, 同时受到外在不利因素影响, 但本集团在截至 年 3 月 31 日的财政年中表现稳定, 同时转亏为盈, 与 FY17 蒙受 830 万元净亏损相比, 本财年取得 20 万元净利 净利增加主要是因为并入千禧业工艺的业绩 在将债务转换为股票之后, 本公司在千禧业工艺的股份从 FY17 的 29.10% 增加至 71.89%, 使其自 FY 起成为旗下的子公司 本集团在 FY 参与并推行了千禧业工艺的振兴计划, 确保其业务表现稳定且能持续带来回报, 从而使集团的整体表现进步 管理层一直以来的计划, 就是令千禧业工艺成为亚联盛的 04

7 Annual Report Accrelist LTD. 一大收入来源, 随着千禧业工艺成为其子公司, 此计划的目标正逐渐达成 千禧业工艺的表现在 FY 持续改善, 就充份反映了这一点 千禧业工艺的全年表现改善, 与 FY 蒙受 750 万元净亏损相比, 它在本财年取得 90 万元净利 其 FY 收入则从 FY 的 1 亿零 880 万元增加 47.1% 或 5,120 万元至 1 亿 6,000 万元, 这主要是因为其电子业务部门 (EBU) 的收入从 FY 的 1 亿零 40 万元增加 51.2% 至 1 亿 5,180 万元 这些收购计划都符合公司的发展策略, 即增加股东价值, 而公司的收入来源也将随之增加 展望未来, 我们预计业界仍将充满挑战 本集团将继续努力, 妥善运用资源, 以把握住新商业领域中的新商机 管理层也将继续谨慎地管理业务, 控制好成本 信贷和现金, 在拓展业务的同时, 妥善地应对起伏不定的市场所带来的挑战 鸣谢 EBU 的收入来源是千禧业工艺旗下负责经营电子元件分销业务的全资子公司威新电子有限公司, 其客户 SK 海力士 (SKHynix) 三星电机(Semco) 和新飞通光电子技术公司 (NeoPhotonics Corporation) 带来的销售额都不错 展望及未来计划本集团一直积极地探寻新商机和谋求增长, 目前正在进行的项目和计划都处在不同的发展阶段 随着本公司转型并采取提供企业扩增服务的策略, 这些主要发展计划在接下来 12 个月所取得的进展, 将有望令公司达到新里程碑 负责经营手机付款业务的 WE9Pay 已获得新加坡金融管理局所发出的汇款执照, 而它也建立了一支应用程式团队, 并开始为其手机付款系统生产销售点系统 (point-of-sale terminal) 在 年 5 月 WE9Pay 已经与一些商家签署正式协议, 将在这些商家的门市设置亚联盛所拥有的销售点系统 WE9Pay 接下来的其中一个计划是在 WE9GO 这家商店设置其手机付款系统 WE9GO 将是新加坡第一间 无店员 商店, 公司将与腾讯控股的微信支付合作, 顾客可在店内取货后就离开, 无需到柜台付款 本人要衷心感谢一直以来支持亚联盛的股东 商业伙伴和同事 亚联盛将继续发掘能带来长期益处 持续为股东创造价值的新商机 最后, 本人谨代表亚联盛的董事局和管理层欢迎和祝贺刘嵩先生和林祐嶔先生, 他们分别受委为本集团的非执行董事和非执行及独立董事 他们将增强本集团董事局的实力, 凭借他们的指引和智慧, 本集团的前路将更为平顺 谢谢 鄭耀楗 亚联盛控股公司执行主席及董事经理 亚联盛也将通过其众筹平台 WE Crowdfunding, 为其医学美容业务招揽投资者 本公司计划收购 Refresh Laser Clinics( 简称 RLC ) 这家连锁医美诊所业者, 以进军医学美容行业 本集团希望能通过 WE Crowdfunding 吸引第三方投资者, 从而筹措资金谋求未来发展, 开设更多医美诊所 在 年 5 月, 为了在金融科技领域大展拳脚, 亚联盛也计划收购 AmazingTech 私人有限公司, 它是一家提供区块链资讯科技方案和开发网络平台的企业 为了配合本集团提供企业扩增服务的策略, 亚联盛也签署了一份谅解备忘录, 以收购辽宁餐加科技科有限公司, 后者的业务是为食品和饮料领域开发软件和机器 05

8 Annual Report Accrelist LTD. Financial and Operations Review Financial Performance In the financial year ended 31 March ( FY ), Accrelist Ltd. ( Accrelist and together with its subsidiary corporations, the Group ) registered a turnover of S$112.5 million. This represents a more than hundred-fold increase of S$111.6 million as compared to S$0.9 million in FY. The surge was mainly due to the increase in shareholdings in Jubilee Industries Holdings Ltd. ( Jubilee ) which resulted in Jubilee being accounted for as a subsidiary corporation of Accrelist with effect from 29 June rather than an associated company. This accounting treatment is the result of converting the outstanding convertible loan into shares in Jubilee. Gross profit for FY increased by S$4.6 million to S$4.7 million as compared to S$0.1 million in FY. Other gains amounted to S$5.5 million for FY as compared to other losses of S$3.7 million in FY. The increase of S$9.2 million in FY was mainly due to net gain on bargain purchase of Jubilee amounting to S$5.6 million. Furthermore, there was an impairment of associated company of S$5.0 million in FY which was not present in FY. The increase was offset by a one-off rise in bad debts written off which amounted to S$0.9 million. Excluding the one-off rise in bad debts written off, the Group would have achieved a higher net profit of $1.1 million in FY. The Group s operating expenses rose to S$10.8 million in FY from S$2.8 million in the previous corresponding year. Marketing and distribution expenses increased by S$1.0 million from S$0.08 million in FY to S$1.0 million in FY. Administrative expenses increased by S$6.3 million from S$2.6 million in FY to S$8.9 million in FY. This was due to increased staff cost incurred with Jubilee being accounted for as a subsidiary corporation of the Group. Finance costs increased from S$0.1 million in FY to S$0.9 million in FY mainly due to interest incurred by Jubilee. Share of profit of associated company was S$0.3 million in FY as compared to a share of loss of associated company which amounted to S$2.1 million in FY. Balance Sheet The Group s non-current assets increased by 46% from S$20.4 million as at 31 March to S$29.8 million as at 31 March. As mentioned above, the rise was mainly due to the increase in shareholdings in Jubilee, resulting in Jubilee being a subsidiary corporation rather than an associated company. Current assets, which comprised of inventories, trade and other receivables, other assets, financial assets at fair value through profit or loss, available-for-sale financial assets and cash and cash equivalents, amounted to a total of S$59.9 million as at 31 March. This represents an increase of S$29.7 million as compared to total current assets of S$30.2 million as at 31 March. The rise in total current assets was mainly attributable to the increase in inventories of S$15.0 million, increase in trade and other receivables of S$18.6 million, increase in financial assets at fair value through profit or loss of S$1.1 million and increase in cash and cash equivalents of S$7.2 million. Overall, the increase was due to accounting for Jubilee as a subsidiary corporation rather than an associated company. Current liabilities, which consisted of income tax payable, trade and other payables as well as other financial liabilities, amounted to S$35.7 million as at 31 March as compared to S$4.8 million as at 31 March. The increase of S$30.9 million was mainly due to an increase in trade and other payables as well as 06

9 Annual Report Accrelist LTD. Financial and Operations Review other financial liabilities which grew by S$25.9 million and S$5.0 million respectively due to accounting for Jubilee as a subsidiary corporation rather than an associated company. Non-current liabilities, which comprised of deferred tax liabilities, convertible loan and other financial liabilities, amounted to S$5.0 million as at 31 March as compared to S$4.5 million as at 31 March. The increase of S$0.5 million was mainly due to deferred tax of S$1.4 million recognised in relation to the gain on bargain purchase of Jubilee. This was offset by the fair value gain of the convertible loan amounting to S$0.8 million. The Group s working capital was S$24.3 million as at 31 March as compared to S$25.5 million as at 31 March. The decrease was due to the trade and other payables increasing at a greater rate than trade and other receivables, in line with the increase in cash and cash equivalents. Cash Flow Statement The working capital outflow was mainly due to the increase in inventories and other assets of S$2.1 million and S$0.2 million respectively, and the decrease in trade and other payables of S$16.0 million. This decline was offset by the decrease of trade and other receivables of S$25.6 million. Net cash generated from investing activities for FY of S$2.9 million was mainly due to net cash inflow on the acquisition of a subsidiary corporation which amounted to S$4.1 million and the subscription of rights shares of Jubilee by non-controlling interest which stood at S$1.1 million. This increase was offset by the addition of available-for-sale financial assets of S$2.3 million. Cash used in financing activities of S$2.8 million in FY was mainly due to S$2.2 million in bank deposits pledged, S$0.4 million of interest paid and repayment of other financial liabilities which amounted to S$0.2 million.the Group s cash and cash equivalents were S$7.7 million as at 31 March as compared to S$3.2 million as of 31 March, a net increase of S$4.5 million. Net cash flow generated from operating activities for the financial year under review was S$4.4 million, comprising operating loss before working capital changes of S$2.8 million and working capital changes of S$7.2 million. 07

10 Annual Report Accrelist LTD. Board of Directors MR TERENCE TEA YEOK KIAN, 50 Executive Chairman and Managing Director Academic and professional qualifications: Ph.D. in Business Administration (Honorary) from Honolulu University Diploma in Electronics and Electrical Engineering from Singapore Polytechnic Date of first appointment as director: 11 March 2013 Date of last re-election as director: 25 July 2013 Length of service: 3 years 11 months (as at 31 March ) Served on the following Board Committee: Nominating Committee Member Present Directorships in other listed companies Jubilee Industries Holdings Ltd. (Listed on SGX, Singapore) EG Industries Berhad (Listed on Bursa Malaysia, Malaysia) Present Principal Commitments Executive Chairman and Managing Director Accrelist Ltd. Directorships in other listed companies held over the preceding three years Nil Background and experience: Mr Terence Tea Yeok Kian ( Mr Tea ) is responsible for the strategic positioning, business expansion, planning and development of the Group. Most importantly, he has been credited with rescuing the Group from the brink of liquidation by raising S$7.5 million that helped fend off creditor banks. His main role in the Group is to develop the strategic direction of the Group, acquiring and building new businesses with a view to taking them to greater heights. FY has been an eventful year as Mr Tea saw the potential in the digital economy. As such, he positioned the Group as a Fintech company with forays into mobile payment solutions through WE9Pay Pte. Ltd., WE Crowdfunding Pte. Ltd. through medical aesthetics chain Refresh Laser Clinic and Blockchain technology through an investment in AmazingTech Pte. Ltd. In 2004, Mr Tea led the listing of a PCB testing company on the former SES-SESDAQ. In a mere three years, he successfully raised the company to transfer its listing to the mainboard. His ability to turnaround loss-making companies is evident in the manner that Accrelist Ltd. achieved profit in FY. Mr Tea is also an honorary patron of the Singapore Productivity Association and Sembawang Citizens Consultative Committee, a member of River Valley School Advisory Committee, and Chairman of Eng Yong Tong Tay Si Association. He was awarded the Public Service Medal (PBM) by the President of the Republic of Singapore, as well as the Long Service Award (MOE) by Singapore s Ministry of Education. He is also the Singapore Small Medium Business Association TOP Entrepreneur of Served on the following Board Committees: Chairman - Nominating Committee Member - Audit Committee Member - Remuneration Committee Present Directorships in other listed companies Director - C&G Environmental Protection Holdings Limited Present Principal Commitments Director - WNLEX LLC Directorships in other listed companies held over the preceding three years Nil 08 MR NG LI YONG, 45 Lead Independent Director Academic and professional qualifications: Postgraduate Diploma in Singapore Law from National University of Singapore Bachelor of Law from the University of Kent Member of Law Society of Singapore Member of Singapore Academy of Law Date of first appointment as director: 11 June 2013 Date of last re-election as director: 14 August 2015 Length of service: 3 year 3 months (as at 31 March ) Background and experience: Mr Ng Li Yong is a lawyer with more than 15 years of experience and is currently a Director of WNLEX LLC, a full-service law firm. His area of practice includes corporate, commercial and intellectual property. Mr Ng sits on the board C&G Environmental Protection Holdings Limited, a public listed company in Singapore and various private companies.

11 Annual Report Accrelist LTD. Board of Directors MR LIU SONG, 32 Non-Independent and Non-Executive Director Academic and professional qualifications: Bachelor of Business, University of Bridgeport, USA Date of first appointment as director: 8 September Date of last re-election as director: N/A Length of service: 7 months (as at 31 March ) Served on the following Board Committees: Member - Audit Committee Member - Remuneration Committee Present Directorships in other listed companies Nil Present Principal Commitments Managing Director - Yunnan Tongde Industry Group Co., Ltd Directorships in other listed companies held over the preceding three years Nil Background and experience: Mr Liu Song is currently the General Manager of Yunnan Tongde Industry Group Co., Ltd., a company that is based in the People s Republic of China. Yunnan Tongde Industry Group Co., Ltd., is a diversified operating company that is engaged in real estate development, mining, financial business, non-ferrous metals smelting and processing, domestic and international trade, and the health care business. Mr Liu has 10 years of experience in running the various businesses and specialises in real estate development. MR LIM YEOW HUA, 56 Independent and Non-Executive Director Academic and professional qualifications: Master of Business Administration, National University of Singapore Bachelor of Accountancy, National University of Singapore Fellow Member of Institute of Singapore Chartered Accountants Accredited Tax Advisor of Singapore Institute of Accredited Tax Professionals Member of Singapore Institute of Directors Date of first appointment as director: 11 October Date of last re-election as director: N/A Length of service: 5.5 months (as at 31 March ) Served on the following Board Committees: Chairman - Audit Committee Member - Nominating Committee Member - Remuneration Committee Present Directorships in other listed companies Director - KSH Holdings Limited Director - KTL Global Limited Director - Oxley Holdings Limited Background and experience: Mr Lim Yeow Hua is a chartered accountant and accredited tax advisor with more than 28 years of experience in taxation and business advisory. He is currently a Director of Asia Pacific Business Consultants Pte. Ltd., a firm specialising in accounting, tax and business advisory services. Present Principal Commitments Director - Asia Pacific Business Consultants Pte. Ltd. Directorships in other listed companies held over the preceding three years Director - Advanced Integrated Manufacturing Limited Director - China Minzhong Food Corporation Limited Director - Eratat Lifestyle Limited Director - Ying Li International Real Estate Limited 09

12 Annual Report Accrelist LTD. Corporate Management MR LOH ENG LOCK KELVIN Chief Financial Officer, Accrelist Ltd. Mr Loh is the Chief Financial Officer ( CFO ) of the Company and is overall responsible for the finance department of the Group. He is also responsible for management reporting and oversees the financial and internal controls of the Group. Mr Loh joined the Company, previously known as WesTech Group, in November 2008 as the Finance Manager and assisted the then CFO in the overall direction and control of the Group, including the financial and management of accounts, legal matters, credit control, internal and external auditing and financial planning and analysis. He was then promoted to Vice President of Finance on 2011 and subsequently to CFO on 2013 to oversee the Group s finance department. In October 2014, Mr Loh was appointed as CFO to Jubilee Industries Holdings Ltd. ( Jubilee ), a subsidiary listed company of Accrelist Ltd. Following the Company and Group s new plans for expansion and expertise required in November 2016, he was transferred back to Accrelist Ltd. Mr Loh has more than 10 years of experience in audit and accounting and holds a Bachelor of Business (Accounting) from the Queensland University of Technology and is a member of CPA Australia. MS HAN XIAO FANG General Manager, WE9 Pay Pte. Ltd. Ms Han joined WE9 Pay Pte. Ltd. ( WE9Pay ), a wholly owned subsidiary of the Company, in March. She is responsible for implementing strategic goals for WE9Pay and providing the direction and leadership to achieve them. Ms Han has 13 years of business management experience. In 2005, she was engaged in the construction of e-government projects. During this time, she was appointed as a senior engineer involved in project management where she focused on hardware and software products for mobile payments, artificial intelligence and the establishment of a retail chain ecosystem. Ms Han holds a Master of Business Administration from Northeastern University, China and is the Vice President of the YingKou E-commerce Association. MR TONG FOO CHEONG Management Representative, WE Crowdfunding Pte. Ltd. Mr Tong Foo Cheong is the Management Representative at WE Crowdfunding Pte. Ltd. ( WE Crowdfunding ). He joined 10 WE Crowdfunding in May and is responsible for the operations of the crowdfunding subsidiary. Mr Tong has more than 30 years of experience in financial services and has held senior management positions in regulated financial institutions over the past 15 years. Mr Tong holds a Master of Applied Finance from Macquarie University (Australia); a Bachelor of Business Administration from the National University of Singapore; and obtained his Chartered Financial Analyst charter from the CFA Institute. MS SNG EE LIAN Group Financial Controller, Jubilee Industries Holdings Ltd. Ms Sng Ee Lian is Jubilee s Group Financial Controller and heads the finance department for the daily finance functions of the Group. Ms Sng is a senior executive with 17 years of work experience in finance, public accounting, administration and costing in electronics contract manufacturing and wholesale electronics distribution industries. She held the position of Group Finance Manager of the Plexus Group and was a Senior Corporate Finance Controller with ACT Manufacturing Inc, a company then listed on NASDAQ. Ms Sng holds a Bachelor of Accountancy from Bentley College, USA and LLB from University of London. MR LEE SANG SUP Senior Vice President, Jubilee Industries Holdings Ltd. Mr Lee Sang Sup joined Jubilee as Senior Vice President of WE Components Pte. Ltd. on 1 March. He heads the Electronics Business Unit (EBU) and is responsible for business operations including, but not limited to, sales and marketing activities of the unit. Mr Lee has more than 20 years of experience in the semiconductor industry in Asia, holding key positions in sales and marketing roles with organisations such as SK Hynix, a global leader in the semiconductor industry. Mr Lee holds a Bachelor s degree in International Economics Law & English from Hankuk University of Foreign Studies, Korea. MR KIM JIN GEON, REX Vice President, Sales & Marketing, Jubilee Industries Holdings Ltd. Mr Kim Jin Geon, Rex, is the Vice President of Sales & Marketing helming the team at WE Components Pte. Ltd. He joined WE Components Pte. Ltd. in January 2016 as a Product Manager and was promoted to Vice President of Sales and Marketing in November. He is responsible for the full spectrum of sales and marketing, managing our sales offices locally as well as overseas. He holds a Bachelor s degree in Business Administration from Kyongju University, Korea. MS NATASHA NADIA TEH Business Development Director, Jubilee Industries Holdings Ltd. Ms Nadia Teh joined Jubilee as a Business Development Director with WE Total Engineering Sdn. Bhd. in August. She is responsible for implementing strategic directions for Jubilee s business development and is responsible for the expansion of the Mechanical Business Unit (MBU). Ms Teh has more than 13 years of business experience in the plastic moulding industry, including 8 years in senior management positions with various companies. She holds a Bachelor s degree in Business Administration from RMIT University, Australia. MR KWEK SWEE LENG, JONATHAN Vice President, Business Development Jubilee Industries Holdings Ltd. Mr Kwek joined Jubilee in June 2013 as the General Manager. He was promoted to Vice President of Business Development in November. He is responsible for the implementation of strategic goals as well as providing the direction and leadership to achieving these targets. Prior to joining us, Mr Kwek held senior positions in both listed and private companies in the electronic components industry with an accumulated experience of more than two decades under his belt. He holds a Bachelor s degree in Business Administration from the National University of Singapore as well as a Graduate Diploma in Marketing from the Marketing Institute of Singapore. MR QUEK SER CHEW, RANDALL Vice President, Products & Operations, Jubilee Industries Holdings Ltd. Mr Randall Quek was appointed as Jubilee s Vice President of Products and Operations in November. Mr Quek began his career as a Field Application Engineer in a semiconductor distribution company. He has served in a wide variety of positions with leading semiconductor organisations over the past 20 years, including Samsung. Mr Quek holds a Bachelor s degree in Electrical & Electronic Engineering from Nanyang Technological University, Singapore.

13 Annual Report Accrelist LTD. Milestones FY - Terence Tea identified new area of growth for Accrelist - Fintech - Jubilee made a turnaround in FY with a net profit of $0.9 million - WE9Pay obtained Remittance Licence from the Monetary Authority of Singapore - Plans to launch first unmanned store in Singapore which is currently under renovation - WE9Pay launched its own mobile payment services on WeChat Pay platform - WE Crowdfunding announced plans to acquire Refresh Laser Clinics as the Group ventures into medical aesthetics - Accrelist announced plans to subscribe for shares in AmazingTech Pte. Ltd., a Blockchain IT company FY - Completed the conversion of the US$16 million loan into shares of Jubilee and consequently increased its stake in Jubilee FY Accrelist provided an aggregate of US$16 million in convertible loan and direct loan to Jubilee to fund its acquisition of WE Components Pte. Ltd. and for working capital needs - The Company, formerly known as WE Holdings Ltd., was renamed as Accrelist Ltd. 11

14 Annual Report Accrelist LTD. Corporate Directory SINGAPORE Accrelist Ltd. (Head Office) 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) WE Resources Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) WE Systems Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) WE Dragon Resources Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) WE9 Pay Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) WE Crowdfunding Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) Jubilee Industries Holdings Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) / Fax: (65) Jubilee Industries (S) Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) / Fax: (65) J Capital Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) / Fax: (65) E mold Holding Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) / Fax: (65) WE Components Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) SGP.sales@weh.sg WE Microelectronics Pte. Ltd. 10 Ubi Crescent #03-94/95/96 Ubi Techpark Lobby E Singapore Tel: (65) Fax: (65) SGP.sales@weh.sg MALAYSIA JOHOR WE Total Engineering Sdn. Bhd. (formerly known as Jubilee Manufacturing Sdn Bhd) No. 10, Jalan Istimewa 7 Taman Perindustrian Cemerlang Ulu Tiram, Johor Malaysia Tel: (607) Fax: (607) PENANG WE Components (Penang) Sdn. Bhd Persiaran Bayan Indah Bayan Bay Sungai Nibong Penang Tel: (604) Fax: (604) WE Resources Sdn. Bhd Persiaran Bayan Indah Bayan Bay, Sg. Nibong Penang Tel: (604) Fax: (604) PEOPLE S REPUBLIC OF CHINA SHANGHAI WE Components (Shanghai) Co. Ltd. Room 106 B, The Market Business Building, Yang Gao North Road No Waigaoqiao Free Trade Zone Shanghai, China, PRC Tel: (86) Fax: (86) CHN.sales@weh.sg SHENZHEN WE Components (Shenzhen) Co. Ltd. Room 1001A/10F, Desay Building South No 1 Road, High-Tech Industrial park Nanshan District, Shenzhen China, P.R.C Tel: (86) Fax: (86) CHN.sales@weh.sg WE Components (Hong Kong) Limited Room 1001A/10F, Desay Building South No 1 Road, High-Tech Industrial park Nanshan District, Shenzhen China, P.R.C Tel: (86) Fax: (86) CHN.sales@weh.sg Kin Wai Technology Ltd. Room 1001A/10F, Desay Building South No 1 Road, High-Tech Industrial park Nanshan District, Shenzhen China, P.R.C Tel: (86) Fax:(86) WUHAN WE Components(Shenzhen) Co. Ltd. A2102#, Optics Valley Shidai Plaza 111# Guan Shan Da Dao Road, Hong Shan Zone, WuHan, China P.R.C Tel: (86) Fax: (86) CHN.sales@weh.sg INDIA BANGALORE WE Components India Pvt. Ltd. No. 20, Lakshmi, 2nd Floor, Shankarmutt Road, Shankarpuram, Basavanagudi, Bangalore Contact : : IND.sals@weh.sg DELHI WE Components India Pvt. Ltd. C-134 Ground Floor Sector-19, Noida , U.P India Tel: (91) /02 Fax: (91) Enquiry: IND.sales@weh.sg INDONESIA WE Components Pte. Ltd. Komplek Cengkareng Elok Blok D/15C Cengkareng Timur Jakarta 11730, Indonesia Tel: (62) Enquiry: IDN.sales@weh.sg CAMBODIA W.E. Resources (Cambodia) Co., Ltd. Level 6, Phnom Penh Tower 445, Monivong Boulevard, Phum 1 Boeng Prolit, Prampi Makara Phnom Penh Cambodia THAILAND WE Components Co. Ltd 19/1-2, FL 2nd A,B Wangdek Bld 2. Viphavadee-Rangsit Rd, Jomphol Jatujak, Bangkok 10900, Thailand Tel: (662) Fax: (662) Enquiry: THL.sales@weh.sg VIETNAM WE Components Pte. Ltd. Room 1606, Floor 16, Daeha Building, 360 Kim Ma, Ba Dinh, Hanoi, Vietnam Tel:

15 Annual Report ACCRELIST LTD. Corporate Governance Report The Board of Directors (the Board or Directors ) of Accrelist Ltd. (the Company and together with its subsidiary corporations, the Group ) are committed to maintaining a high standard of corporate governance to protect the interests of all shareholders, employees and customers, and to promote investors confidence. This report sets out the Group s corporate governance practices. The Board confirms that, for the financial year ended 31 March ( FY ), the Company has largely complied with the spirit and intent of the Code of Corporate Governance 2012 (the Code ). Where there are deviations from the Code, appropriate rationale is provided. The Company will continue to enhance its corporate governance practices in line with the conduct and growth of its business and to review such practices from time to time, to ensure compliance with the Listing Manual Section B: Rules of Catalist (the Catalist Rules ) of the Singapore Exchange Securities Trading Limited ( SGX-ST ). BOARD MATTERS THE BOARD S CONDUCT OF AFFAIRS Principle 1: Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the long-term success of the company. The Board works with the management of the Company (the Management ) to achieve this objective and the Management remains accountable to the Board. The primary function of the Board is to protect and enhance long-term value and returns for its Shareholders. Besides carrying out its statutory responsibilities, the Board oversees the formulation of the Group s long-term strategic objectives and directions, reviews and approves the Group s annual business and strategic plans and monitors the achievement of the Group s corporate objectives. It also oversees the Management s business affairs and conducts periodic reviews of the Group s financial performance. In addition to statutory duties and responsibilities, the Board s principal functions include the following: 1. Reviewing and approving the Group s strategic plans, key operational initiatives, major investments, divestments and funding requirements; 2. Reviewing and approving the annual budget, reviewing the performance of the business and approving the release of the financial results of the Group to Shareholders; 3. Providing guidance in the overall management of the business and affairs of the Group; 4. Overseeing the processes for risk management, financial reporting and compliance; 5. Reviewing and approving major transactions including investments, divestments, acquisitions and capital expenditure; 6. Reviewing and approving corporate and/or financial restructuring and share issuance; and 7. Assuming responsibility for the corporate governance of the Group. To assist in the execution of its responsibilities, the Board has established an Audit Committee ( AC ), Nominating Committee ( NC ) and Remuneration Committee ( RC ) (collectively Board Committees ). Each Board Committee has its own defined terms of reference and operating procedures, which are reviewed on a regular basis by the Board. The effectiveness of each Board Committee is also constantly reviewed by the Board. The Board accepts that while the Board Committees have the authority to examine particular issues and will report back to the Board with their decisions and/or recommendations, the ultimate responsibility on all matters lies with the Board. In particular, the NC reviews the effectiveness of the Board, AC, and RC, as well as each individual Director annually, while the Board reviews the effectiveness of the NC annually. The Board meets on a regular basis or when necessary to address any specific matter. The Company s Constitution provides for the meetings to be convened via teleconferencing or videoconferencing. 13

16 Annual Report ACCRELIST LTD. Corporate Governance Report The number of Board and Board Committee meetings held during FY and the attendance of each Director, where relevant, are as follows: Board AC RC NC No. of meetings held Name of Director No. of meetings attended Mr Terence Tea Yeok Kian 5 NA NA 5 Mr Ng Li Yong Mr Wan Tai Foong NA Mr Oh Choon Gan Mr Lim Yeow Lim You Qin Mr Liu Song NA NA: Not Applicable Notes: 1. Mr Wan Tai Foong retired as an Independent and Non-Executive Director and member of AC and RC on 28 July. 2. Mr Oh Choon Gan retired as an Independent and Non-Executive Director and Chairman of AC and RC and member of NC on 28 July. 3. Mr Lim Yeow Lim You Qin was appointed as an Independent and Non-Executive Director and Chairman of AC and member of RC and NC on 11 October. 4. Mr Liu Song was appointed as a Non-Independent and Non-Executive Director and member of AC and RC on 8 September. He has been kept updated with the Company s business operations via minutes or s. A formal letter setting out the director s duties and obligations will be issued to newly appointed directors upon their appointment. All newly appointed Directors are given briefings by the Management on the history, business operations and corporate governance practices of the Group. Newly appointed Directors also attend courses, seminars and trainings which may have a bearing on their duties and contributions to the Board, organised by the professional bodies, regulatory institutions, to keep themselves updated on the latest developments concerning the Group. Directors who have no prior experience as a director of a listed company will be provided training in areas such as accounting, legal and industry-specific knowledge as may be appropriate. To keep pace with regulatory changes, the Directors attend sponsored seminars conducted by external professionals, including any changes in legislation and financial reporting standards, government policies, and regulations and guidelines from SGX-ST that affect the Company and/or the directors in discharging their duties. The Directors are informed of developments relevant to the Group, including changes in laws, regulations and risks that may impact the Group. Directors can apply to the Company for funding for any such courses, conferences and seminars that they wish to attend. BOARD COMPOSITION AND GUIDANCE Principle 2: There should be a strong and independent element on the Board, which is able to exercise objective judgement on corporate affairs independently, in particular, from the Management and 10% Shareholders. No individual or small group of individuals should be allowed to dominate the Board s decision making. The Board comprises one (1) Executive Director, two (2) Independent and Non-Executive Directors and one (1) Non-Independent and Non-Executive Director, who as a group, provides core competencies and diversity of experience which enable them to effectively contribute to the Company. The current number of Independent Directors constituting at least half of the Board complies with the Code s requirement. 14

17 Annual Report ACCRELIST LTD. Corporate Governance Report As at the date of this Report, the Board of Directors comprises the following members: Name of Directors Designation AC RC NC Mr Terence Tea Yeok Kian Executive Chairman and Member Managing Director Mr Ng Li Yong Lead Independent Director Member Chairman Chairman Mr Lim Yeow Lim You Independent and Chairman Member Member Qin Non-Executive Director Mr Liu Song Non-Independent and Non-Executive Director Member Member The Board is supported by the Board Committees, namely, the NC, the AC and the RC, whose functions are described below. The Board is able to exercise objective judgement independently from the Management and no individual or small group of individuals dominate the decisions of the Board. On an annual basis or upon notification by an Independent Director of a change in circumstances, the NC will review the independence of each Independent Director based on the criteria for independence defined in the Code and recommend to the Board as to whether the Director is to be considered independent. The Independent Directors have confirmed that they do not have any relationship with the Company or its related companies, its 10% Shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors independent business judgement with a view to the best interests of the Company. Currently, there is no Director who has served on the Board beyond nine (9) years from the date of appointment. The Non-Executive Directors contribute to the Board by monitoring and reviewing Management s performance against goals and objectives. Their views and opinions provide different perspectives to the Group s business. While challenging Management s proposals or decisions, they bring independent judgement to bear on business activities and transactions, involving conflicts of interest and other complexities. The Non-Executive Directors will meet to discuss on specific matter without the presence of Management. To ensure that Non-Executive Directors are well supported by accurate, complete and timely information, Non- Executive Directors have unrestricted access to Management. The Board constantly examines its size and, with a view to determining the impact of the number upon effectiveness, decide what is considered an appropriate size for the Board, which facilitates effective decision-making. The Board is of the opinion that, given the scope and nature of the Group s operations, the present size of the Board, is appropriate for effective decision making. The Board noted that gender diversity on the Board of Directors is also one of the recommendations under the Code to provide an appropriate balance and diversity. Although there is currently no female Director appointed to the Board, the Board does not rule out the possibility of appointing a female Director if a suitable candidate is nominated for the Board s consideration. The NC is of the view that the Board comprises persons who, as a group, provide the necessary core competencies and includes experienced professionals with legal, accounting, business and management experience. Information on the Board members is provided under the section Board of Directors in the Annual Report. CHAIRMAN AND CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives responsible for managing the company s business. No one individual should represent a considerable concentration of power. Mr Terence Tea Yeok Kian is the Executive Chairman and Managing Director of the Company. As the Executive Chairman, Mr Terence Tea Yeok Kian: leads the Board to ensure its effectiveness on all aspects of its role; sets the agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues; 15

18 Annual Report ACCRELIST LTD. Corporate Governance Report promotes a culture of openness and debate at the Board; ensures effective communication with Shareholders; ensures constructive relations within the Board and between the Board and Management; and facilitates the effective contribution of Non-Executive Directors in particular. As a Managing Director, Mr Terence Tea Yeok Kian has full responsibilities over the business directions and operational decisions of the Group. Although the roles of the Chairman and Managing Director are not separated, the AC, RC and NC are chaired by an Independent Director and mostly comprise of Independent Directors. Mr Terence Tea Yeok Kian s performance and remuneration are reviewed periodically by the NC and RC respectively. In addition, Mr Ng Li Yong has been appointed as the Lead Independent Director of the Company and is available to Shareholders should their concerns cannot be resolved through the normal channel of the Chairman or where such contact is inappropriate. As such, the Board believes that there are adequate safeguards and checks in place to ensure that the process of decision-making is independent and based on the collective decision-making of the Board without Mr Terence Tea Yeok Kian being able to exercise considerable concentration of power or influence. BOARD MEMBERSHIP AND BOARD PERFORMANCE Principle 4: There should be a formal and transparent process for the appointment and re-appointment of directors to the Board. Principle 5: There should be a formal annual assessment of the effectiveness of the Board as a whole and its board committees and the contribution by each director to the effectiveness of the Board. Nominating Committee The Company had established a NC to make recommendations to the Board on all board appointments. The NC comprises three (3) members, majority of whom, including the Chairman, are Independent and Non-Executive Directors. As at the date of this Report, the NC comprises: Mr Ng Li Yong Mr Terence Tea Yeok Kian Mr Lim Yeow Lim You Qin (Chairman) (Member) (Member) The Chairman of the NC is neither a substantial shareholder of the Company nor is he directly associated with the substantial shareholder of the Company. The NC is governed by the NC s terms of reference which describes the roles and duties of the RC. The NC is responsible for: 1. Making recommendations to the Board on all board appointments, including the development of a set of criteria for Director s appointments; 2. Reviewing the size of the Board with a view to determining the impact of the number upon Board s effectiveness; 3. Ensuring that the Directors have the required expertise and adequate competencies to discharge their respective functions and to ensure that there is a balance of competencies; 4. Re-nominating Directors having regard to the Director s contribution to the Group and his performance at Board meetings, for example, attendance, participation and critical assessment of issues deliberated upon by the Board; 5. Considering and determining on an annual basis, whether or not a Director is independent; 16

19 Annual Report ACCRELIST LTD. Corporate Governance Report 6. Deciding on how the Board s performance may be evaluated and propose objective performance criteria to the Board; 7. Assessing the effectiveness of the Board as a whole and the contribution by each individual Director to the effectiveness of the Board; and 8. Reviewing board succession plans for Directors. The independence of each Director is reviewed annually by the NC based on the Code s definition of what constitutes an independent director. Following its annual review, the NC has endorsed the independence status of Mr Ng Li Yong and Mr Lim Yeow Lim You Qin. New Directors are presently appointed by way of Board resolutions after the NC has reviewed and nominated them for appointment. In identifying suitable candidates, the NC mainly taps on the Directors personal contacts and recommendations. After shortlisting the candidates, the NC shall: (a) (b) Consider and interview all candidates on merit against objective criteria, taking into consideration the qualification and experience of such candidate, his/her ability to increase the effectiveness of the Board and add value to the Groups business in line with its strategic objectives; and Evaluate and agree on a preferred candidate for recommendation to and appointment by the Board. The NC has assessed the current Board s performance and is of the view that the performance of the Board as a whole has been satisfactory. Although some of the Directors have other Board representations, the NC is satisfied that these Directors are able to and have adequately carried out their duties as Directors of the Company. The NC has noted that the respective Board Committee members have contributed significantly in terms of time, effort and commitment during FY. At present, the Board does not intend to set a maximum number of listed company board representations a Director may hold as it is of the view that the effectiveness of a Director should be evaluated by a qualitative assessment of his contributions to the Company s affairs taking into account his other commitments including his directorships in other listed companies. The NC considers that the multiple board representations held presently by some Directors do not impede their respective performance in carrying out their duties to the Company. The NC sets objective performance criteria for evaluating the Board s performance annually for evaluation of the Board as a whole. The Boards performance is a function of the experience and expertise that each of the Directors brings with them. The NC has implemented a Board Evaluation Form which consists of board assessment checklist which takes into consideration factors such as the Board s understanding of its role and responsibilities, the Board s composition, clear goals and actions, and proceedings to assess and enhance the overall effectiveness of the Board. Board Committees assessment is incorporated into board assessment as a whole. All Directors will assess the effectiveness of the Board as a whole by completing a Board Evaluation Form. The NC has decided unanimously, that the Directors shall not be evaluated individually, as each member of the Board contributes in different areas to the success of the Company, and therefore, it would be more appropriate to assess the Board as a whole. Although the Directors are not evaluated individually, the factors taken into consideration for the re-nomination of the Directors for the current year include the contribution of such Directors to the effectiveness of the Board, the Directors participation and involvement in Board meetings and Board Committee meetings and the qualification and experience of such Directors. The results of the evaluation for the Board s performance are considered by the NC, which is responsible for setting the performance criteria to assess the effectiveness of the Board, and used constructively to identify areas for improvements and recommend the necessary action to be taken by the Board. The NC, in recommending the re-election or re-appointment of Directors, who are subject to retirement at the Annual General Meeting ( AGM ) in accordance with the Company s Constitution or the Companies Act, Chapter 50 of Singapore (the Companies Act ), had taken into consideration the contribution of such Directors to the effectiveness of the Board, their participation and involvement in the Board meetings and Board Committee meetings, qualification and experience as well as their directorships and major appointments in other companies. Currently, there is no alternate director on the Board. Each member of the NC shall abstain from making any recommendations and/or participating in any deliberation of the NC and from voting on any resolutions in respect of the assessment of his/her own performance or re-nomination as a Director. 17

20 Annual Report ACCRELIST LTD. Corporate Governance Report Pursuant to the Constitution of the Company: (a) (b) One-third (1/3) of the Directors except the CEO and Managing Director retire from office at every AGM; and Directors appointed during the course of the year must submit themselves for re-election at the next AGM of the Company. Mr Ng Li Yong will retire by rotation at the forthcoming AGM according to Article 91 of the Company s Constitution. Mr Liu Song and Mr Lim Yeow Lim You Qin, who were appointed on 8 September and 11 October respectively, will retire at the forthcoming AGM according to Article 97 of the Company s Constitution. The NC recommended to the Board that Mr Ng Li Yong, Mr Liu Song and Mr Lim Yeow Lim You Qin be nominated for re-election at the forthcoming AGM. In making the recommendation, the NC has considered the Directors overall contribution and performance. Mr Ng Li Yong will upon re-election as a Director, remain as Lead Independent Director of the Company, the Chairman of NC and RC and a member of the AC. Mr Liu Song will upon re-election as a Director, remain as a Non-Independent and Non- Executive Director of the Company, and a member of AC and RC. Mr Lim Yeow Lim You Qin will upon re-election as a Director, remain as an Independent and Non-Executive Director of the Company, the Chairman of AC and a member of NC and RC. Details of the Directors academic and professional qualifications and directorships both present and those held over the preceding three years in other listed companies and other principal commitments are set out below: Name of Director Appointment Date of initial appointment/last re-election Mr Terence Tea Yeok Kian Mr Ng Li Yong Mr Lim Yeow Lim You Qin Executive Chairman and Managing Director Lead Independent Director* Independent and Non-Executive Director 11 March 2013 & 1 December 2013/25 July 2013 Directorships in other listed companies Current Jubilee Industries Holdings Ltd. EG Industries Berhad 11 June 2013 & 11 C&G Environmental October */14 Protection Holdings August 2015 Limited 11 October KSH Holdings Limited KTL Global Limited Past 3 Years Advanced Integrated Manufacturing Corp Ltd Oxley Holdings Limited China Minzhong Food Corporation Limited Mr Liu Song Non-Independent and Non-Executive Director Eratat Lifestyle Limited Ying Li International Real Estate Limited 8 September *Mr Ng Li Yong was appointed as the Lead Independent Director of the Company with effect from 11 October. 18

21 Annual Report ACCRELIST LTD. Corporate Governance Report ACCESS TO INFORMATION Principle 6: In order to fulfil their responsibilities, directors should be provided with complete, adequate and timely information prior to board meetings and on an on-going basis so as to enable them to make informed decision to discharge their duties and responsibilities. The Board is provided with complete and adequate information on a timely basis prior to Board meetings. The Management circulates copies of the Board meeting minutes to all members of the Board to keep them informed of on-going developments within the Group. Board papers are generally sent to Directors before each meeting and would include financial management reports, reports on performance of the Group against the budget with notes on any significant variances, papers pertaining to matters requiring the Board s decision, updates on key outstanding issues, strategic plans and developments in the Group. The Board has separate and independent access to the Management and the Company Secretary at all times. Should the Directors, whether as a group or individually, require independent professional advice, such professionals (who will be selected with the concurrence of the Chairman or the Chairman of the Board Committee requiring such advice) will be appointed at the Company s expense. The Company Secretary attends all Board meetings and is responsible for ensuring that Board procedures are followed. The Company Secretary assists senior management in ensuring that the Company complies with rules and regulations which are applicable to the Company. The appointment and removal of the Company Secretary is decided by the Board as a whole. REMUNERATION MATTERS PROCEDURES FOR DEVELOPING REMUNERATION POLICIES Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors. No director should be involved in deciding his own remuneration. As at the date of this Report, the RC comprises three (3) members, the majority of whom, including the Chairman, are Independent and Non-Executive Directors, save for Mr Liu Song who is a Non-Independent and Non-Executive Director: Mr Ng Li Yong Mr Lim Yeow Lim You Qin Mr Liu Song (Chairman) (Member) (Member) The RC is governed by the RC s terms of reference which describes the duties and powers of the RC. The RC is responsible for: 1. Reviewing and recommending to the Board in consultation with the Management and the Managing Director, a framework for remuneration and determine the specific remuneration packages and terms of employment for each of the Executive Director and Senior Executive/Divisional Directors of the Group including those employees related to the Executive Directors and/or Controlling Shareholders of the Group and to ensure that it is appropriate to attract, retain and motivate them to run the Group successfully. The RC may engage experts in the field of executive compensation whenever required; 2. Reviewing the fairness and reasonableness of the termination clauses of the service agreements of each Executive Director and Senior Executive/Divisional Directors of the Group to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous, with an aim to be fair and avoid rewarding poor performance; 3. Reviewing on a yearly basis, the remuneration packages for each Executive Director, which covers all aspects of remuneration, including but not limited to Directors fees, salaries, allowances, bonuses, options, share based incentives and awards, and benefits in kind; 4. Recommending the payment of fees to Non-Executive Director and to ensure, as far as is possible, that the quantum commensurate with the Non-Executive Directors contribution to the Board and the Company; and 5. Overseeing and administering the Accrelist Share Award Scheme. No remuneration consultants were engaged by the Company in FY. 19

22 Annual Report ACCRELIST LTD. Corporate Governance Report LEVEL AND MIX OF REMUNERATION Principle 8: The level and structure of remuneration should be aligned with the long-term interest and risk policies of the company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of the company; and (b) key management personnel to successfully manage the company. However, companies should avoid paying more than is necessary for this purpose. In setting remuneration packages, the RC takes into account the performance of the Group as well as the Directors and key executives aligning their interests with those of Shareholders and linking rewards to corporate and individual performance as well as industry benchmarks. The review of remuneration packages takes into consideration the longer term interests of the Group. The review covers all aspects of remuneration including salaries, fees, allowances, bonuses, options and benefits-inkind. The RC s recommendations are made in consultation with the Chairman of the Board and submitted for endorsement by the entire Board. The payment of Directors fees is subject to the approval of Shareholders at the AGM. The Executive Chairman of the Company, Mr Terence Tea Yeok Kian, has entered into a service agreement on 1 November 2016 with the Company for an initial period of three (3) years (unless otherwise terminated by either party giving not less than six (6) months notice to the other). The service agreement covers the terms of employments and specifically, the salaries and bonuses. Non-Executive Directors and Independent Directors do not enter into such service agreements or contracts. The RC administers the Accrelist Share Awards Scheme ( ASAS ), which was approved and adopted pursuant to approval from Shareholders at the Extraordinary General Meeting held on 25 May The performance-related elements of remuneration are designed to align the interests of Directors, Management and employees with those of Shareholders and to link their rewards to corporate and individual performance. The share awards granted to the employees and Directors vest over a period of one (1) to two (2) years. The ASAS is also extended to the Group s Independent and Non-Executive Directors so as to better align the interests of such Independent and Non-Executive Directors with the interest of Shareholders. The RC will reclaim the share awards granted to the Directors and employees who left the Company prior to the end of the vesting period of share awards. The purpose of the ASAS is to provide an opportunity for the Group s Directors and employees who have met the performance targets to be remunerated not just through cash bonuses but also by an equity stake in the Company. The Directors do not participate in any discussion concerning their own remuneration. DISCLOSURE ON REMUNERATION Principle 9: Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration, and the procedure for setting remuneration, in the company s annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key management personnel, and performance. The remuneration of the Directors and the Key Executives for FY are disclosed to enable Shareholders to understand the link between remuneration paid to the Directors and Key Executives and their performance. 20

23 Annual Report ACCRELIST LTD. Corporate Governance Report In view of the competitive pressures in the talent market, the remuneration paid to Directors of the Company and top management executives are not fully disclosed. The total remuneration, in aggregate, paid to the top key management executives for FY is approximately S$587,117. The breakdown (in percentage terms) of each Director s and key executive s remuneration for FY are as follows: Remuneration for the Directors Name Salary Bonus Fringe Benefits Directors Fees Total % % % % % Between S$500,000 and S$1,000,000 Mr Terence Tea Yeok Kian Below S$250,000 Mr Ng Li Yong Mr Wan Tai Foong Mr Oh Choon Gan Mr Liu Song Mr Lim Yeow Lim You Qin Notes: 1. Mr Wan Tai Foong retired as an Independent and Non-Executive Director and member of AC and RC on 28 July. 2. Mr Oh Choon Gan retired as an Independent and Non-Executive Director and Chairman of AC and RC and member of NC on 28 July. 3. Mr Liu Song was appointed as a Non-Independent and Non-Executive Director and member of AC and RC on 8 September. 4. Mr Lim Yeow Lim You Qin was appointed as an Independent and Non-Executive Director and Chairman of AC and member of RC and NC on 11 October. Remuneration of the top key executive Name Salary Bonus Fringe Benefits Total % % % % Below S$250,000 Mr Loh Eng Lock, Kelvin (Chief Financial Officer and Joint Company Secretary) The Company does not have any employee who is an immediate family member of a Director or the Executive Chairman and Managing Director, and whose remuneration for FY exceeds S$50,000. The share award given to a selected person will be determined at the discretion of the RC. The RC will take into account factors such as the selected person s capability, scope of responsibility, skill and his vulnerability to leaving the employment of the Group. In deciding on a share award to be granted to a selected person, the RC will also consider all aspect of the compensation and/or benefits given to the selected person and such other share-based incentive schemes of the Company, if any. The RC may also approve the specific criteria and performance targets for each of its business units set by the Management, taking into account factors such as the business goals and directions of the Company and the Group for each financial year, the actual job scope and responsibilities of the selected person and the prevailing economic conditions. During the reporting year, there was no ASAS granted to Directors, Key Executive and employees of the Group. 21

24 Annual Report ACCRELIST LTD. Corporate Governance Report Further details of the ASAS are set out in the Directors Statement on page 40 of this Annual Report. The remuneration package of Executive Director and the compensation structure of the key management personnel comprise a fixed salary, bonus and other benefits. The bonus component is based on the performance of the Group as a whole and their individual performance. This is designed to align remuneration with the interests of the Shareholders and link rewards to corporate and individual performance so as to promote long-term sustainability of the Group. ACCOUNTABILITY AND AUDIT ACCOUNTABILITY Principle 10: The Board should present a balanced and understandable assessment of the company s performance, position and prospects. In presenting the annual financial statements and announcements of financial results to Shareholders, it is the aim of the Board to provide Shareholders with a balanced and understandable assessment of the Company s and the Group s performance, position and prospects. The Management currently provides the Board with appropriately detailed management accounts of the Group s performance, position and prospects on a monthly basis. The Board ensures that all relevant compliance and regulatory updates are highlighted from time to time to ensure adequate compliance with the regulatory requirements. RISK MANAGEMENT AND INTERNAL CONTROLS Principle 11: The Board is responsible for the governance of risk. The Board should ensure that Management maintains a sound system of risk management and internal controls to safeguard Shareholders interests and the company s assets, and should determine the nature and extent of the significant risks which the Board is willing to take in achieving its strategic objectives. The Directors recognise that they have overall responsibility to ensure proper financial reporting for the Group and effectiveness of the Group s system of internal controls, including financial, operational, compliance and IT controls, and risk management policies and systems. The AC assists the Board in providing oversight of risk management in the Company. It is responsible for reviewing the adequacy and effectiveness of the Group s risk management systems and internal controls, including financial, operational, compliance and IT controls and reporting to the Board annually its observations on any matters under its purview including risk management, internal controls or financial and management matters as it considers necessary and makes recommendations to the Board as it thinks fit. The AC ensures that a review of effectiveness of the Company s internal controls is conducted at least annually. The AC has met with the independent and internal auditors without management during the year. The Board noted that there were lapses in internal controls and with the recommendation of the auditors to AC, the management will be taking corrective measures to improve, strengthen and refine the system of internal control and risk management. The Board has received assurance from the Managing Director and Chief Financial Officer: (1) that the financial records have been properly maintained and the financial statements give a true and fair view of the Company s operations and finances; and (2) regarding the effectiveness of the Company s risk management and internal control systems. 22

25 Annual Report ACCRELIST LTD. Corporate Governance Report Based on the internal audit by the internal auditor during the financial year, as well as the statutory audit by the independent auditor, and the assurance from Management, the Board, with the concurrence of the AC, is of the opinion that the system of internal controls and risk management in place as at 31 March is adequate and effective to address the financial, operational, compliance and information technology risks within the current scope of the Group s business operations. The system of internal controls and risk management established by the Group provides reasonable, but not absolute, assurance that the Group will not be adversely affected by any event that can be reasonably foreseen as it strives to achieve its business objectives. However, the Board also notes that no form of internal controls and risk management can provide absolute assurance against the occurrence of material errors, poor judgement in decision-making, human errors, losses, fraud or other irregularities. The Board understands that it may establish a separate board risk committee or otherwise assess appropriate means to assist it in carrying out its responsibility of overseeing the Company s risk management framework and policies. The Company does not have a separate board risk committee and will look into the need for establishment for a separate board risk committee at a relevant time. AUDIT COMMITTEE Principle 12: The Board should establish an Audit Committee ( AC ) with written terms of reference which clearly set out its authority and duties. As at the date of this Report, the AC comprises three (3) members, the majority of whom, including the Chairman, are Independent and Non-Executive Directors, save for Mr Liu Song who is a Non-Independent and Non-Executive Director: Mr Lim Yeow Lim You Qin Mr Ng Li Yong Mr Liu Song (Chairman) (Member) (Member) The AC members collectively have many years of experience in accounting, audit, business and financial management. The Board considers that the members of the AC are appropriately qualified to discharge the responsibilities of the AC. The AC has its own written terms of reference. Specifically, the AC meets on a periodic basis to perform the following functions: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) review with the internal and independent auditors, the scope, audit plans, and the results of their examinations and evaluation of the Group s system of internal accounting controls or internal audit procedures; review the adequacy of the Group s financial and management reporting system including the effectiveness of material internal financial controls, operational and compliance controls, and risk management policies; review the financial statements of the Group to ensure integrity before submission to the Board for approval and the independent auditor s report on those financial statements, if any; review any related significant findings and recommendations of the internal and independent auditors together with Management s responses thereto; review interested person transactions, if any, in accordance with the Catalist Rules; review legal and regulatory matters that may have a material impact on the financial statements; review the half-yearly and annual announcements as well as the related press releases on the results of the Group; review the independence of independent auditor on an annual basis; review the arrangements by which staff of the Group may, in confidence raise concerns about the possible improprieties in matters of financial reporting and other matters; review the assistance given by the Management to internal and independent auditors; generally undertake such other functions and duties as may be required by statute or the Catalist Rules (as thereafter defined), or by such amendments as may be made thereto from time to time; 23

26 Annual Report ACCRELIST LTD. Corporate Governance Report (l) (m) (n) (o) review the key financial risk areas, with a view to providing an independent oversight on the Group s financial reporting, the outcome of such review to be disclosed in the annual reports or, where findings are material, announced immediately via the SGXNET; ensure that the internal audit function is adequately resourced and has appropriate standing within the Company. For the avoidance of doubt, the internal audit function can be either in-house, outsourced to a reputable accounting/auditing firm or performed by a major Shareholder, holding company, parent company or controlling enterprise with an internal audit staff. (The internal auditor s primary line of reporting should be to the Chairman of the AC although he would also report administratively to the Managing Director. The internal auditor should meet or exceed the standards set by nationally or internationally recognised professional bodies including the Standards for the Professional Practice set by The Institute of Internal Auditors); review the effectiveness and ensure the adequacy of the internal audit function annually; and ensure that a review of the effectiveness of the Company s internal controls, including financial, operational, compliance and information technology controls, and risk management is conducted annually. The AC is also authorised to investigate any matter within its terms of reference and obtain independent professional advice if it deems necessary to discharge its responsibilities. Such expenses are to be borne by the Company. It has full access to and the co-operation of the Management and the full discretion to invite any Director or Key Executive to attend its meetings as well as reasonable resources to enable it to discharge its functions properly. During FY, the AC has met with the independent auditor and internal auditors separately without the presence of the Management to review any area of concerns for FY. Ad-hoc AC meetings may be conducted from time to time when necessary. The AC is kept abreast by the Management and the independent auditor of changes to accounting standards, Listing Rules of the SGX-ST and other regulations which could have an impact on the Group s business and financial statements. The AC had undertaken a review of all non-audit services provided by the independent auditor, Nexia TS Public Accounting Corporation to the Group in relation to the proposed acquisitions of new investments and is satisfied that the nature and extent of such services will not prejudice the independence and objectivity of the independent auditor. The Group has complied with Rules 712 and 715 of the Catalist Rules in relation to appointment of independent auditor. The AC is also satisfied with the level of co-operation rendered by the Management to the independent auditor and the adequacy of the scope and quality of their audits and had recommended to the Board the nomination of Nexia TS Public Accounting Corporation for re-appointment at the forthcoming AGM. The aggregate amount of fees paid to the independent auditor, Nexia TS Public Accounting Corporation, for FY amounted to approximately S$220,000 for audit payable services and S$33,000 for non-audit services. 24

27 Annual Report ACCRELIST LTD. Corporate Governance Report The significant matters considered by AC during the financial year ended 31 March are detailed below, alongside the actions taken by the AC to address these matters. Significant Matters Action Business combination Purchase Price Allocation (Refer to Note 32 to the financial statements) On 29 June, the Company has exercised its conversion rights of US$8 million convertible loan issued by Jubilee Industries Holdings Limited ( Jubilee ) on 7 October 2016 into ordinary shares. This has resulted in the Company s shareholding interest to increase from 29.1% to 64.7%, which resulted in the Company obtaining control over Jubilee Industries Holdings Limited and its subsidiary corporations ( Jubilee Group ) and accordingly accounted for it as subsidiary corporations. FRS 103 Business Combinations requires the Group to recognise the Jubilee Group s identifiable assets acquired and liabilities and contingent liabilities assumed at fair values at the date of business combination. Any difference between the cost of the business combination and the Group s interest in the net fair values of the identifiable assets acquired and liabilities and contingent liabilities assumed at the acquisition date is recorded either as goodwill or a gain from bargain purchase. The AC considered the approach and methodology used in performing the purchase price allocation ( PPA ) in connection with its step investment in Jubilee pursuant the exercise of the convertible loan, and this was conducted by Crowe Horwath First Trust Appraisal Pte Limited. The AC reviewed the reasonableness of the assumptions made in the PPA. The PPA was also an area of focus by the independent auditor. The independent auditor have included this item as a key audit matter in its audit report for the financial year ended 31 March, as referred to page 44 of this Annual Report. Significant judgement is applied in the identification of any intangible assets acquired and contingent liabilities assumed in the transactions. Significant assumptions and estimates are also used in the determination of the fair values of the identified assets acquired and liabilities assumed in the transactions. Thus, we considered this area to be a key audit matter. As a result of the acquisition accounting, the Group recognised a gain from bargain purchase of S$5.6 million in its consolidated statement of comprehensive income. Revenue recognition (Refer to Note 2.4 and 6 to the financial statements) The Group s revenue is primarily generated from sale of electronic components and provision of precision plastic injection moulding services which is recognised when the Group has delivered the products to the customer, customer has accepted the products and the collectability of the related receivables is reasonably assured, and provision of design, fabrication and sale of precision plastic injection moulds which is recognised as work progresses and approved by customer. During the financial year ended 31 March, the Group recognised revenue of S$112,491,000. The AC considered the approach used in determining the reliability of the key controls over revenue recognition are in place designed by the Group to prevent and detect fraud and errors in revenue recognition. Proper revenue recognition was also an area of focus by the external auditors. The independent auditors have included this item as a key audit matter in its audit report for the financial year ended 31 March, as referred to page 45 of this Annual Report. The independent auditor focused on this area as a key audit matter as there is a presumed fraud risk with regards to revenue recognition and revenue is one of the key performance indicators of the Group. In addition, there is inherent risk that revenue could be misstated and recorded in the incorrect accounting period. 25

28 Annual Report ACCRELIST LTD. Corporate Governance Report Whistle-blowing Policy The AC has in place a whistle-blowing policy (the Policy ) for the Group. The Policy is to enable persons employed by the Group a channel to report any suspicions of non-compliance with regulations, policies and fraud etc., to the appropriate authority for resolution, without any prejudicial implications for these employees. In this regard, a designated address has been set up which is accessible only by the designated members of the AC. The AC exercises the overseeing function over the administration of the Policy. On a case-by-case basis and upon the receipt of complaints, an would directly send to the AC members. The AC Members would discuss the number and nature of complaints received, the results of the investigation, follow-up actions and the unresolved complaints. INTERNAL AUDIT Principle 13: The Board should establish an effective internal audit function that is adequately resourced and independent of the activities it audits. The Board recognises the importance of maintaining an internal audit function to maintain a sound system of internal control within the Group to safeguard Shareholders investments and the Company s assets. Regular reviews of these controls are conducted by the Company s internal and independent auditors and any recommendations for improvement are reported to the AC. The role of the internal auditor is to assist the AC in ensuring that the controls are effective and functioning as intended, to undertake investigations as directed by the AC and to conduct internal audit review of areas assessed as higher risk. The Company outsources its internal audit functions to a Certified Public Accounting firm, Deloitte Enterprise Risk Services Sdn. Bhd. which meets the standards set by internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors. The internal auditor would carry out regular cyclical review in phases based on regional presence of the Group with specific focus on sales transactions, inventories and overall effectiveness of the internal controls and reports to the Chairman and AC. The AC has reviewed the internal audit plan and the internal auditor s evaluation of the system of internal controls, their audit findings and management s processes to those findings. The AC is satisfied that the internal audit is adequately resourced and has the appropriate standing within the Group. The AC will also approve the hiring, removal, evaluation and compensation of the accounting or auditing firm or corporation which the internal audit function of the Company is outsourced to. SHAREHOLDER RIGHTS AND COMMUNICATION WITH SHAREHOLDERS AND CONDUCT OF SHAREHOLDER MEETINGS Principle 14: Companies should treat all Shareholders fairly and equitably, and should recognise, protect and facilitate the exercise of Shareholders rights, and continually review and update such governance arrangement. Principle 15: Companies should actively engage their Shareholders and put in place an investor relations policy to promote regular, effective and fair communication with Shareholders. Principle 16: Companies should encourage greater Shareholder participation at general meetings of shareholders, and allow Shareholders the opportunity to communicate their views on various matters affecting the company. The Company ensures that timely and adequate disclosure of information on matters of material impact on the Company are made to Shareholders of the Company, in compliance with the requirements set out in the Catalist Rules with particular reference to the Corporate Disclosure Policy set out therein. In this respect, the Company announces its results to Shareholders on a half yearly basis. The Company does not practice selective disclosure. Price-sensitive information is first publicly released before the Company meets with investors or analysts. 26

29 Annual Report ACCRELIST LTD. Corporate Governance Report Information is disseminated to Shareholders on a timely basis through: SGXNET announcements and news release; and Annual Report prepared and issued to all Shareholders Half year and full year results as well as Annual Reports are announced and issued within the mandatory period via SGX- ST website. All Shareholders will receive the Annual Report of the Company and Notice of AGM by post and through notice published in the newspapers within the mandatory period. Shareholders may from time to time share with Management their views and concerns and where necessary, such input would be communicated to the Board. At the AGM, Shareholders of the Company are given the opportunity to air their views and ask the Directors or the Management questions regarding the Company. The Company s Constitution allows a member of the Company to appoint not more than two (2) proxies to attend and vote on behalf of the member. For the time being, the Board is of the view that this is adequate to enable Shareholders to participate in the general meetings of the Company and is not proposing to amend their Constitution to allow votes in absentia. The Company is not implementing absentia voting methods such as voting via mail, facsimile or until security integrity and other pertinent issues are satisfactory resolved. The Board noted that with the Companies (Amendment) Act 2014, with effect from 3 January 2016, a member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote at the Annual General Meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such member. Where such member appoints more than two (2) proxies, the number and class of shares in relation to which each proxy has been appointed shall be specified in the instrument appointing a proxy or proxies. Relevant intermediary has the meaning ascribed to it in Section 181 of the Companies Act, Cap. 50. At the forthcoming Annual General Meeting, a member who is a relevant intermediary is entitled to appoint more than two (2) proxies to attend and vote at the Annual General Meeting. The Company will put all resolution to vote by poll at general meetings and the detailed results of the number of votes cast for and against each resolution and the respective percentages will be announced via SGXNET. The Chairman of each of the Audit, Nominating and Remuneration Committees, or members of the respective Committees standing in for them, are present at each AGM, and other general meetings held by the Company, if any, to address Shareholders queries. Senior management is also present at general meetings to respond, if necessary, to operational questions from Shareholders that may be raised. Separate resolutions on each distinct issue are tabled at general meetings. Minutes of general meetings which include substantial and relevant comments or queries from Shareholders relating to the agenda of the meeting, and responses from the Board and Management, were prepared and made available to Shareholders upon request. The Company does not have a policy on payment of dividend. The form, frequency and amount of dividends will depend on the Company s earning, general financial condition, results of operations, capital requirements, cash flow, general business conditions, development plans and other factors as the Director may deem appropriate. The Board would consider a dividend policy at an appropriate time. The Company did not engage a dedicated investor relations team but has personnel to handle investor queries and deal with all matters related to investor relations. The Company will review the need for a dedicated investor relations team, if necessary. Non-Sponsor Fees In accordance with Rule 1204(21) of the Catalist Rules, there was no non-sponsor fee paid to the Sponsor, RHT Capital Pte. Ltd., by the Company for FY. 27

30 Annual Report ACCRELIST LTD. Corporate Governance Report Dealings in Securities In line with Rule 1204(19) of the Catalist Rules, the Company has in place a code of conduct on share dealings by the Directors and its employees. The Directors, the Management and employees of the Group are not permitted to deal in the Company s shares during the period commencing one (1) month before the announcement of the Company s half year and full year financial results and ending on the date of announcement of such financial results, or when they are in possession of unpublished pricesensitive information on the Group. In addition, the Directors, the Management and employees of the Group are discouraged from dealing in the Company s shares on short-term considerations. The Directors, Management and employees of the Group are expected to observe all applicable insider trading laws at all times even when dealing in securities within permitted trading period. Interested Person Transactions The Company has established procedures to ensure that all transactions with interested persons ( IPT ) are reported in a timely manner to the AC and transactions are conducted on arm s length basis and are not prejudicial to the interests of Shareholders. The Board and the AC will review all interested person transactions to be entered to ensure that the relevant rules under Chapter 9 of Catalist Rules are complied with. Pursuant to Rule 907 of the Catalist Rules, the Company had entered into an IPT greater than S$100,000 on 10 October with Mr Liu Song, Non-Independent and Non-Executive Director of the Company, for a proposed placement of S$2,000,000. This IPT is still subject to shareholder s approval. As at the date of this Report, the Company is currently in discussion with the relevant parties to move the transaction forward. Material Contracts Save for the Interested Person Transactions disclosed above, there were no material contracts of the Company or its subsidiaries involving the interest of the Managing Director, CEO, any Director or Controlling Shareholder either still subsisting as at 31 March or if not then subsisting, entered into since the end of the previous financial year. Utilisation of Proceeds Issue of 2,370,630,317 Renounceable Non-underwritten Rights Warrants ( FY2015 Rights Warrants ) The details of the use of proceeds from the issue of FY2015 Rights Warrants and issue of 2,370,630,317 new shares at the issue price S$0.004 per share as at the date of this report are as follows: Amount allocated (S$ million) Reallocated amount 1 (S$ million) Amount utilised (S$ million) Balance as at 31 March (S$ million) Working capital Potential acquisition, joint ventures, and/or strategic alliances Total Note: 1. Reallocated for repayment to suppliers and for other operating expenses. 28

31 Annual Report ACCRELIST LTD. Sustainability Report Sustainability Report 29